UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 24, 2024
| WESTERN URANIUM & VANADIUM CORP. |
| (Exact Name of Registrant as Specified in its Charter) |
| Ontario, Canada | | 000-55626 | | 98-1271843 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 330 Bay Street, Suite 1400, Toronto, Ontario, Canada | | M5H 2S8 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (970) 864-2125
| N/A |
| (Former Name or Former Address, if Changed Since Last Report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of exchange on which registered |
| N/A | | | | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
☒ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.02. Unregistered Sales of Equity Securities.
On November 24, 2024, Western Uranium & Vanadium Corp. (“Western” or the “Company”) granted an aggregate of 1,375,000 stock options (“Options”) to a number of officers, directors, and employees of Western under the Company’s Incentive Stock Option Plan. The Option exercise price was set at CAD$1.32 based upon the closing share prices on the two trading days prior to the grant date and the pricing of units offered in the Company’s most recent private placement. Each Option is exercisable to acquire one Western common share for a five-year term starting with the vesting date. The Options will vest equally in three instalments on January 31, 2025, July 31, 2025, and January 31, 2026.
The Company granted the Options and offered the underlying common shares in reliance on the exemption from registration for private offerings provided by Section 4(a)(2) of the U.S. Securities Act of 1933, as amended.
Item 8.01. Other Events.
On November 26, 2024, Western issued the accompanying news release, which provided some company updates, including, among others, an announcement about the grant of Options disclosed above in Item 3.02. The news release is filed herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 27, 2024 | WESTERN URANIUM & VANADIUM CORP. |
| | |
| | By: | /s/ Robert Klein |
| | | Robert Klein Chief Financial Officer |
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